Slouching toward Hollywood

Jimmy Caaaaaaan! Luke Wilson was thrilled. It was November 1994, and the star of The Godfather, Thief, and Misery, icon to two generations of aspiring young actors and a walking template of life's rougher passages, was jogging beside him on train tracks near a downtown Dallas factory.

A film crew was gathered nearby. They were shooting a scene for the new movie Bottle Rocket. In it, Luke Wilson played a younger thief taken under the wing of an older heist expert--Mr. Henry--played by Caan.

The guy was a living legend. He'd been making films for three decades. He'd been directed by Howard Hawks and Francis Coppola. He'd acted opposite everybody from John Wayne to Al Pacino to Kathy Bates.

Hollywood had come calling in Dallas. Courtesy of Columbia Pictures, an arm of Sony, Luke and a small group of fellow Dallasites would get to make a feature-length, $6 million version of their short film "Bottle Rocket." Minimogul James L. Brooks--who gave the world "The Mary Tyler Moore Show," "Taxi," and the Oscar-winning Terms of Endearment--was mentoring the project, protecting the young Texans from studio interference.

The feature would employ some of the same people who'd worked on the short--including Owen Wilson, Luke's brother, who cowrote and costarred in it; his friend Wes Anderson, the director; his other brother Andrew, who was both coproducing and acting in the picture; and actor Robert Musgrave, a dear friend.

Like his friends and brothers, Luke was under considerable pressure. As the movie's hero, he had to be strong, sensitive, righteous, and quiet, but not boring. That's tough when you're surrounded by supporting players in more colorful roles. He also had to act opposite James Caan in the actor's first screen appearance since going through a stint in drug and alcohol rehab. Most intimidating of all, Luke Wilson had acted on film only once before--in the low-budget short.

Fortunately, Luke and Caan were working well together. Then the great James Caan blew a line. "Ahhh," he winced. "Cut it." "Cut what, Mr. Henry?" Luke shot back, still jogging, not missing a beat. Caan did a double-take. "I said cut, kid. I blew it! Let's take it over." "Do what over, Mr. Henry?" Luke stammered.

When the crew members realized what Luke was thinking, they had to laugh. On a low-budget short, if you screw up, you keep going--because film is expensive and you don't have much of it. He was instinctively ad-libbing, trying to save the take.

When Caan figured it out, he grinned. He walked over to Luke. Their noses were inches apart. "Fuckin' moron!" Caan chuckled, shaking his head. "Fuckin' MORON!" he repeated, grinning even wider.

Then he head-butted Luke. As Luke stumbled back in surprise, the crew cracked up--because in Jimmy Caan's world, a head-butt is a sign of deep affection.

"I love this kid!" Caan bellowed to Owen. "I mean it! I love your brother. He's the greatest! You could throw a plate of shit in his face and he'd ad lib!"

Everybody laughed. Then it was back to work. In the time it took for everybody to have their laugh, the studio's invisible money meter had ticked off enough loot to pay for the humble short film Bottle Rocket was based on.

Director Wes Anderson often thought about this predicament--about having so much money and so many people at his disposal, and being so young and inexperienced.

Looking back on the shoot last week, from the vantage point of six long months spent in a Los Angeles editing suite---obsessively cutting and re-cutting Bottle Rocket to please James L. Brooks, Columbia Pictures, and his own perfectionist notions--the rookie director still finds the experience a bit surreal.

"We had a couple of moments where we'd get together and look around and think about how weird it all seemed," he says. "We'd look at all the huge trucks and all the lights and equipment, the incredible number of tables and chairs set up for the cast and crew to eat, and all these experienced people all around us, working on our movie, and we'd go, 'Jesus Christ! Can you even believe this?' It almost felt like a con."

"It was a scary feeling," says Owen Wilson. "I'd think, 'Man, are we really gonna do this? Does something like this really come from when me and Wes used to sit around during college making up funny stuff? Is this what it was all leading up to?'"

Access to more film stock wasn't the only difference the Dallas wunderkinds encountered during the three years it took to bring Bottle Rocket to fruition. On every level, the experience illustrated the difference between independent and Hollywood filmmaking.

Independent filmmaking is a gut-wrenching crap shoot. Every now and then, a film hits; most of the time, it doesn't. According to respected New York-based independent producer John Pierson, whose finds include Spike Lee, Steven Soderbergh, and Jim Jarmusch, hundreds of features were produced independently last year in the United States alone. A handful became bona fide mainstream successes. Perhaps two dozen more went on to brief theatrical runs in major cities. A few dozen others played at film festivals and then went directly to video without passing "Go." The rest disappeared into the ether.

But even if an indie movie fails to break through to the mainstream, its makers can still carry their heads high, for one simple reason: they kept their freedom. If you are an independent filmmaker, and you decide to play offbeat games with characters, dialogue, or narrative, or indulge in a style of drama or humor most viewers might not get, nobody at the home office can tell you "No"--because the home office is you.

Hollywood studio filmmaking rarely affords such freedom. Because millions of corporate dollars are at stake, bean counters are forever peeking over your shoulder, second-guessing everything you do, urging you to avoid being strange or provocative and aim for as broad an audience as possible. Not even powerful filmmakers have absolute freedom; even Oliver Stone has to kiss somebody's ass.

Every filmmaker dreams of a situation that combines the best of both worlds--a situation that will allow him or her to use studio money to make a quirky, personal film. Some directors toil for decades and never once make a movie under such ideal conditions.

But every now and then, the impossible occurs. The stars line up just right. And a bunch of ambitious young greenhorns stumbles into Eden.

That's what happened with Bottle Rocket. The project started in 1991 as a black-and-white 16mm short film about a bunch of bored rich kids who become thieves. Owen Wilson and Wes Anderson conceived it when they were living together in Austin.

They had met the previous year in a University of Texas playwriting class full of talkative people. They didn't speak the entire semester. They found the class dull, and most of their classmates duller. Wes sat in one remote corner of the room, rarely participating. Owen sat opposite him, usually reading The New York Times.

At the beginning of the next semester, Wes saw Owen standing in a hallway. For reasons he can't explain, Wes walked over to his fellow mute and asked him what creative writing courses he ought to take. "I talked to him like we'd been best friends," he says. "It was kind of weird, but it felt right."

They hit it off, meeting frequently to discuss their favorite authors and filmmakers, their love of Steve McQueen and Robert Altman and Sam Peckinpah and Martin Scorsese, of wide-screen Westerns from the 1960s and anti-establishment melodramas from the '70s. They sat up late at night spinning movie ideas, cracking each other up with off-center observations and strange stories. And they dreamed about what they'd like to do with their lives.

They had many things in common. Both were intense, somewhat solitary undergraduates with hifalutin' majors (Wilson's was creative writing, while Anderson's was philosophy). Both were middle children raised in well-heeled, artistically inclined families who sent their kids to private schools.

They eventually moved together into a small Austin duplex owned by a grandiloquent German landlord who had come to America via Colombia.

What followed was a strange period that kick-started their screenwriting. The students had been feuding with their landlord for months over some old window cranks that had got stuck, leaving some windows perpetually half-open, ensuring the place was freezing in winter, sweltering during the summer, and a tempting target to burglars.

Wes and Owen refused to pay rent until the landlord fixed them. He refused to fix the cranks until they paid their rent.

Finally, the students took drastic action: they busted into their own apartment, then called the cops to report a break-in, taking care to explain that this horrible event wouldn't have happened if their landlord had fixed the damned window cranks.

The landlord arrived, peered about the crime scene suspiciously, and announced, "This looks like an inside job."

The cops shrugged, told the squabblers to work out their own dispute, and split.

More months passed without resolution. The landlord arrived one morning to seize the students' belongings until they paid their rent. Wes got into a loud, violent, frenzied struggle with him over a vintage 8mm camera.

The altercation resulted in another visit from the cops, who again cautioned the warring factions to quit acting like idiots, and work out their differences. But Owen and Wes were angry and scared; they fled to a friend's apartment that night without giving notice. The landlord hired a private detective, who promptly tracked them down. Chastened, Wes and Owen apologized, explaining they didn't mean to skip out on their rent--they'd simply freaked out.

To get back on the landlord's good side, Wes made a video documentary of the old German telling stories about his life.

It was capped by a painfully emotional monologue. In it, the landlord told how he'd seized a pet python from a delinquent tenant who'd skipped town. The landlord kept the python in his apartment for a while, trying to decide what to do with it. To his astonishment, he grew to love it.

He decided to keep it. But he soon discovered the giant snake had a digestive illness. It would not eat. The landlord tried everything to get the snake to eat, including force-feeding it. Nothing worked. The python grew weaker and sicker. It stopped moving. And one day, it simply died in his arms.

As the landlord finished the story, he was crying. The death of that snake broke his heart. For the privilege of telling his story on video, the landlord paid Wes $600.

"That taught me that you always gotta keep your eye peeled," Wes said. "You never know where the next strange, colorful character is coming from."

A few months later, the roommates wrote a comedy script titled "Bottle Rocket." It was, Wes says, a kind of spiritual autobiography of that crazy time in their lives, capturing what it felt like to be young, naive, and stubborn, and determined to live in the moment.

The plot is simple: a bored young rich kid named Anthony falls in with another bored young rich kid, a live-wire petty crook named Dignan. They break into houses together--including Anthony's mother's house. Deciding that the real money is in armed robbery, they acquire a charming but panicky wheel man named Hanson; together, the trio becomes a dedicated but hapless gang of thieves.

A botched bookstore heist sends them on the run, but they soon return to the city. They are taken in by a dapper and mysterious older thief named Mr. Henry.

Mr. Henry introduces the boys to his colorful crew, wows them with glitzy, Rat Pack-style parties and anecdotes about his exploits, and promises them a life of wealth and danger. He is a raconteur and philosopher who makes pronouncements like, "The world needs dreamers--to ease the pain of consciousness."

He invites his young charges to take part in the elaborately planned robbery of a cold storage factory. The boys are in way over their heads but don't yet know it. As TV Guide would say, complications ensue.

But the screenplay's strengths did not lie in its razor-thin plot. What made it special was its droll sense of humor and peculiar mood--warm, wistful, childlike, enchanted.

Anthony, Dignan, and Hanson inhabit a universe Wes Anderson says is located "about five degrees removed from reality." There are few adults around, and fewer adult consequences; the story's world is as huge and sketchy and eerily quiet as the world of Charles Schulz's "Peanuts," a comic strip Wes and Owen loved reading when they were kids.

The petty crooks' criminal activities rarely draw police attention and never draw blood; in fact, their misadventures have no palpable effect on anyone except themselves. They rob houses and bookstores for the same reason Butch Cassidy and the Sundance Kid robbed trains--to express their loyalty and affection for each other.

Anthony, Dignan, and Hanson coast through life on sweet sensation, hoping to find in action the identities they lack in repose.

Owen Wilson knew some people who could help. His family had been friendly with L.M. "Kit" Carson, a maverick independent writer-director who wrote and starred in the late-'60s cult favorite David Holzman's Diary, and scripted the 1983 remake of Breathless and the 1984 Wim Wenders-Sam Shepard art house favorite Paris, Texas. Carson and his wife, producer Cynthia Hargrave, lived in Dallas.

"I'd first met Owen and his brothers at the Wilson house," Carson recalls. "They were movie maniacs. Their father had asked me over for dinner for the express purpose of talking them out of a career in movies. I figured out pretty quick that there was no way anybody could talk them out of it."

So instead, Carson invited the Wilsons to accompany him and Hargrave to the 1992 Sundance Film Festival. The trip energized the young would-be moviemakers. Over the next few months, they planned out the shooting of "Bottle Rocket."

Luke Wilson would play the soulful, reticent Anthony. Owen, with his wild head of maize-colored hair and his charmingly crooked smile, would play the mischievous Dignan. Owen and Luke's older brother, Andrew, who had experience producing corporate videos, would produce the movie.

Wes Anderson had worked under Andrew Wilson on his producing job; during that time, he'd met film industry professionals willing to donate their time and talent to an interesting shoestring project. The group courted investors, then kicked in their own money. They borrowed most of the necessary equipment. For film, they used 16mm black-and-white stock Andrew had been accumulating in a refrigerator over the past couple of years.

Every piece fit. So in May 1992, the filmmakers shot the first eight minutes of "Bottle Rocket" at various Dallas locations, including the Greenway Parks homes and the storefronts of Deep Ellum.

A few weeks later, they showed the results to Carson and Hargrave. "It was basically a first act," Carson says. "As a feature script, structurally, it had some problems."

But Carson loved its uncensored, immediate quality. It was an innocent film made by innocent sensibilities. "Reading it for the first time was like reading The Catcher in the Rye as written by Holden Caulfield," he says.

Carson and Hargrave told the filmmakers to shoot a few more scenes, edit it down to a compact short, and accompany them on their yearly trip to Sundance, which was coming up in January, 1993. They hoped they would meet someone willing to bankroll a feature version.

Sometime in the late summer or early fall of 1992, Wes and Owen had to shoot the next few scenes from "Bottle Rocket"--the scenes introducing Hanson, the crew's lovably flaky wheel man.

The knew just the guy. He was a 28-year-old blues guitarist, a transplanted West Virginian with brown hair, hound dog eyes, and a drawl thicker than molasses. His name was Robert Musgrave. His friends called him Bob.

Bob had known the Wilsons for about a year. He met Owen at the Stoneleigh P., shot pool with him, and lost $40. He cajoled Owen into jump-starting the battery on his car, then invited him to Blue Cat Blues to watch him sit in with the band that night. They liked each other immediately.

Later, Owen introduced Bob to the others, who liked him right off. They auditioned him for the part of Hanson, then cast him. The character had originally been conceived as a much larger, tougher, harder-edged character, but the filmmakers eventually ended up tailoring the role to suit the actor playing him. They even changed the character's name to Bob.

Bob's friendship with Wes and the Wilsons meant a lot to him. He was at a crossroads in his life. He was always a creative guy, but he hadn't had much luck building a career doing creative things. He'd tried stand-up comedy and sketch writing, but neither panned out. He'd built a promising career as a Dallas blues guitarist in the 1980s, even touring. But he was rootless and confused, unsure who he was or where his life was headed.

Then he found himself doing cocaine. Lots of it. "Most of my money was going straight up my nose," he says. "I ended up screwing myself. That was a four- or five-month period in my life, but it took me a year to dig myself out from under the wreckage."

With emotional support from friends and family, Bob went through rehab, got clean, and settled down into a considerably less chaotic life. When Wes Anderson and the Wilsons arrived, befriended him, and got him involved with "Bottle Rocket," Bob finally figured out exactly who he was.

He was an actor. "I didn't know if the things I was trying to do in the short were gonna come off for sure," he says. "But I had good people behind me. I always felt like Wes was picking up on the things I was trying to do. I always trusted him to hone it at the right places."

The result was an indelible character; if Dignan was the brains of the crew and Anthony was the soul, Bob was the heart. And the actor playing him inhabited Bob's loyal, drolly funny, hapless psyche with such unfussy confidence that everything he said and did was hilarious. And his baleful eyes were so expressive that what he didn't say and do was even funnier.

No matter what path he eventually takes as an actor, Bob wants to work with Wes and Owen every chance he gets.

By January of 1993, the short film "Bottle Rocket" was ready for Sundance. It ran a compact 13 minutes. Every lyrical image and comic exchange was timed to exquisite perfection.

Best of all, it was scored with Wes and Owen's ideal music--the music the late jazz composer Vince Guaraldi had provided for the beloved 1965 animated TV special "A Charlie Brown Christmas." The familiar score fit into the narrative like a missing puzzle piece, coaxing a striking mix of moods from Anderson's images. Wes decided that whether "Bottle Rocket" got made as a poverty-row indie feature or a big-budget Hollywood project, the Charlie Brown music had to be a part of it.

"Bottle Rocket" got a good response at Sundance, but no solid offers from money men.

So Carson and Hargrave embarked on the next leg of their plan--sending the feature-length script and a dub of the film to a couple of established producer pals in Los Angeles, Barbara Boyle, and Michael Taylor.

Boyle and Taylor loved "Bottle Rocket" and passed it on to their friend, legendary producer Polly Platt, ex-wife of failed '70s genius Peter Bogdanovich. Platt, who had been in semiretirement for years, produced Bogdanovich's early, acclaimed films, including The Last Picture Show and Paper Moon. She had a keen eye for identifying and befriending young talent; in certain circles, it was rumored that what critics and audiences enjoyed in Bogdanovich's first few films--their simplicity and emotional directness--could actually be credited to Platt.

Platt loved "Bottle Rocket." Reading it conjured a nostalgic excitement she hadn't felt in a long time. Everything about it felt right: the storyline, the tone, the humor, the unknown filmmakers and actors attached to it--and especially the script's Texas roots. She even told Premiere magazine she thought "Bottle Rocket" was another Last Picture Show.

In March 1993, Platt visited the set of James L. Brooks' latest movie as a writer-director and showed him "Bottle Rocket" over lunch. "Jim sat there and watched," Platt said, "and when it was over, he was quiet for a minute. Then he looked up at me and said, 'We have to make a deal with these guys.'"

On May 1st, 1993--Wes Anderson's 24th birthday--Brooks and Platt came to Dallas.

They made a deal: Platt would produce Bottle Rocket, overseeing the day-to-day minutiae of the shoot. Brooks would executive-produce the movie, helping them hone their screenplay, assemble a cast and crew, and run interference between them and Columbia Pictures.

Brooks hoped the studio would kick in a $4-$6 million budget. The money was pocket change in Hollywood terms. But by the standards of guys trained to keep rolling when somebody flubbed a line, it sounded like a king's ransom.

Then came the amazing part: Brooks and Platt wanted most of the major players involved in the short to work on the feature.

Wes would direct, and cowrite with his old buddy Owen Wilson, who would play Dignan. Luke Wilson would play Anthony. Bob would play Bob, of course. Andrew Wilson would get an associate producer's credit, and would also play Bob's pumped-up, buzz-cut older brother, a post-adolescent bully who makes the meek wheel man's life a living hell.

They would cast a big-name actor as Mr. Henry--an old pro with grace and charisma and high style. They'd hire a bunch of first-rate professionals to design, shoot, edit, and score the picture.

Wes would be given a budget of several hundred thousand dollars just to buy the rights to his favorite pop songs for the soundtrack. And yes, the boys could film Bottle Rocket in their hometown; Brooks wouldn't want it any other way.

It was a miracle. James L. Brooks wanted to make their dreams come true. But first, Brooks told them, they had to make a few changes in the script. What was needed, he explained, was more warmth, more human interest, and more explication. The characters in a low-budget independent film could be oddball ciphers, but the characters in a Hollywood feature had to be oddball people--otherwise the average moviegoer wouldn't get their jokes, and wouldn't care what happened to them.

Following a staged reading, Brooks suggested very specific changes. The first entailed reworking a key subplot--a sweet affair between Anthony and a beautiful Cuban housekeeper that blossoms after a botched heist, when the crew is holed up at a tiny motel in the country. Brooks wanted the romance beefed up, presumably so audiences that didn't get the humor would at least have a love story to latch onto.

The next order of business was for Wes and Owen to create clearly defined backgrounds for Dignan, Bob, and Anthony--anecdotes clearly explaining what they want from life and why they are friends. Anthony, for example, now had a kid sister on whom he doted. It was hoped this would elicit audience sympathy.

On one hand, the filmmakers figured Brooks knew what he was talking about. His tube track record, which stretched from "Mary Tyler Moore" and "The Bob Newhart Show" up through "The Simpsons," proved he understood how to make smart entertainment for a wide audience. His work as a writer-director--Terms of Endearment and Broadcast News--garnered enough Oscar nominations to anchor a zeppelin, and made money, too.

But the filmmakers harbored some doubts. To them, what made Bottle Rocket special was its air of innocent mystery. Brooks was asking them to trade some of that mystery for warmth and accessibility. He was asking them to transform an art-house film into a crowd-pleaser with art-house qualities.

During the last half of 1993, through the spring of 1994, Wes and Owen rewrote and rewrote and rewrote their screenplay. Digressions were whittled down or excised. The love story was expanded, and the nationality of the motel housekeeper, Inez, was changed to Mexican because Lumi Cavazos, the delicately beautiful star of Like Water for Chocolate, had been cast for the part.

Bottle Rocket had been tentatively set to film in Dallas in spring 1994. But Brooks had run into trouble with his latest movie as writer-director, I'll Do Anything.

Produced for somewhere around $40 million, the picture was a musical about the personal frustrations and career conundrums of a group of film industry professionals. For reasons understood only by Brooks himself, it had been cast with people who could not sing or dance, including Nick Nolte, Julie Kavner, Natasha Richardson, and Albert Brooks. Following disastrous previews, the director was faced with an ugly predicament: he had to cut out all the expensive musical numbers he had spent so many months filming, and turn the movie into a straightforward comedy.

Meanwhile, Polly Platt and assorted studio executives busied themselves with preproduction work on Bottle Rocket--assembling a cast and crew. Brooks pitched in as often as he could--quite often, considering the career nightmare that had unexpectedly entangled him.

The process was slow, but everything was falling into place. Only one obvious piece was missing: Mr. Henry. It was a small part, but crucial. They had to find just the right guy.

The great James Caan expressed interest. He set up a meeting to talk about the movie and the part with Brooks, Wes, and Owen.

"He was dressed like a big kid," Owen remembers: an oversized surf T-shirt, faded jeans, and cowboy boots. "When he came in the office, everybody was trying to put him at ease and make him feel comfortable. It turned out the thing he felt most comfortable talking about was karate and kicking people's asses."

Caan had been studying martial arts for some time with a smallish middle-aged Asian man named Tak, who accompanies Caan all over the country to film shoots. Tak is a martial-arts expert who acted as technical advisor on a number of chopsocky movies; he carried around a wallet full of pictures of himself posed beside various second-rung action celebrities, including Christopher Lambert. He was Caan's physical trainer, spiritual advisor, and close personal friend. "Jimmy calls Tak his master," Wes explains.

Caan decided to strut his stuff. "Some of the moves Tak taught Jimmy were pretty amazing," Owen says. "The rest seemed kind of strange. I wasn't sure why he was so proud of them."

First Caan demonstrated one of the amazing ones--something he called a "submission hold." He grasped one of Owen's arms, then jerked it in an odd direction. To everyone's shock, Owen's arm popped right out of its socket. "Everybody freaked out," Owen says. "Then my shoulder popped right back in, and I told everybody, 'I'm okay! It's all right! I'm okay, see?'"

Then Caan demonstrated a technique he claimed would immobilize any opponent with just one touch. He stood before Owen and poked him in the chest with one knobby index finger. "It kind of hurt, I guess," Owen says. "But I wanted Jimmy to feel good, so I pretended it really, really hurt."

James L. Brooks stood up from the couch he'd been sitting on. As Caan walked over to him, he kept repeating, in the melodramatically panicked tones of a victim in a teen slasher film, "No. No. No. No. No."

Caan poked Brooks in the chest. Brooks hurled himself backward onto the couch, crying out in exaggerated agony.

In the spring of 1994, I'll Do Anything flopped. Suddenly, Bottle Rocket wasn't a side project to Brooks anymore. It was his chance to rebound from disaster--to prove to Hollywood he still had the magic touch.

Wes and Owen showed him their various drafts. To their relief, Brooks seemed to like what he saw.

Sometimes, though, Wes wondered if the rewritten scripts explained too much. But he didn't obsess over it. The shoot was drawing near. Come November of 1994, Bottle Rocket would finally take off.

But first there was the matter of the Mentor Wars. L.M. "Kit" Carson and Cynthia Hargrave were embroiled in a minor power struggle with Brooks and Platt. Carson and Hargrave, whose sensibilities were grittier, were urging Owen and Wes to fight any attempts to turn Bottle Rocket into a more obviously commercial project.

"What drew me to the story was the combination of innocence and irony," Carson says. "If I'd been involved, the irony would have been a lot stronger."

He had many other suggestions as well, involving everything from characterization to pacing. "Cynthia and I were like parents," he says.

But things had obviously changed. Carson realized that as the rewrite process dragged on, Wes and Owen were increasingly inclined to side with Platt and Brooks when disagreements arose.

Finally, just a couple of weeks before Bottle Rocket began shooting in Dallas, Carson got a phone call from Wes. He asked Carson not to come to the set.

Carson was taken aback. He explained, somewhat peevishly, that he'd visited the sets of a lot of very influential filmmakers. But if Wes Anderson wanted him to stay away, he'd do so. "He had two more parent figures now than when this whole thing started--Jim and Polly," Carson says. "He felt like it was time to cut the other ones loose."

Platt and Brooks supported Wes' decision completely. Carson and Hargrave collected the money Columbia had agreed to pay them up front in exchange for their involvement with the movie. Since that day, they've had no formal input in Bottle Rocket.

If Carson is bitter, he won't admit it publicly. The Bottle Rocket group is similarly circumspect.

"One thing was pretty clear to everybody after that episode," says Bob Musgrave. "Wes might be a real quiet guy, but he's also tough. A lot of people underestimate him at first. But when he makes up his mind what he wants to do, it doesn't matter whether you're Jim Brooks or Kit Carson. The guy is gonna stand his ground."

Cut to a chilly weekend in November 1994. The Bottle Rocket crew was shooting scenes with James Caan at the Brookhaven Country Club in Farmers Branch. In the parking lot was a row of trailers where the filmmakers and actors retreated to grab a little privacy.

The largest--a behemoth that looked like a metal silverfish--belonged to Caan. He was standing in front of it, talking to Polly Platt, a small, slender, sixtyish woman with close-cropped grey hair.

Platt left. Caan stood alone in front of his trailer. He squinted up into the sky as if looking for UFOs.

Suddenly he whirled around. He slapped the trailer with the flats of his hands. WHUM! WHUM! WHUM! WHUM! WHUM! WHUM! Then he dropped to the pavement and did 10 push-ups in rapid succession. He sprang to his feet, swung his arms down into a pincer shape, and flexed his torso muscles. "HNNnnggh!" he grunted, with the mortal agony of someone passing a kidney stone.

Caan dropped his arms. He rolled his head on his neck, popping cartilage. Then he shut his eyes and took a series of deep, slow breaths. For a moment, his distinctive face, deeply lined from age and drink, looked serene. Then he climbed up into his trailer and shut the door.

"I can see how people might think Jimmy is a little strange," Owen Wilson said later that day. "But he's a great guy when you get to know him."

Caan was in town for two short weeks. During that time, he would be treated like the legend he was. People were present to ensure that his personal space was disturbed only when absolutely necessary.

When Caan wasn't on the set with the other actors, he was ensconced in his trailer, working through his lines, practicing martial-arts routines with Tak, or just taking it easy.

The rehab seemed to have stuck. Sometimes at night Caan went out with Polly Platt and the Bottle Rocket boys and spun long, colorful, sometimes raunchy yarns about his film career, talking about work with Pacino, Duvall, and Brando on The Godfather. On the set, Caan usually looked chipper and relaxed--when he wasn't doing surreal calisthenics, anyway.

But he was under just as much pressure as Wes Anderson, the Wilsons, and Bob Musgrave--pressure of a different kind.

This shoot was very important to him, Platt explained, because it represented his first paid gig since finishing drug and alcohol rehab.

"Everybody's watching to see what happens," Platt said. "Jimmy says he's changed, and everybody out here believes he's changed. But there are a lot of people out there who think he hasn't changed. What Jimmy has done is accept a very small part in a small movie to prove he's a professional who can get through a shoot without getting into trouble."

Owen talked about a night when he ate with Caan in his trailer. "Jimmy looked around it and said to me, 'See this, kid? This represents 30 years of work.' And he meant it. He was proud to have been in movies that long."

But the hard living had taken its toll. Caan looked older than his 55 years. Now that he was finally sober, he had plenty of quiet time to reflect on the bad old days. The situation sometimes made him melancholy.

"He said that when he looks back at the movies he's done, some of them are difficult to watch because of his condition in them," Owen said. "Sometimes he got kind of sad talking about that."

There were only a few days left in the shoot. The cast and crew had been all over Dallas, filming scenes on location at Taylors Bookstore at NorthPark, Goff's Hamburgers, and the Hinckley Cold Storage building in Deep Ellum.

And now, in a West End warehouse serving as Mr. Henry's headquarters, about 40 flashily dressed extras were milling around in specifically marked areas of a party set and talking without making any noise; their murmuring voices would be dubbed in during postproduction.

Luke Wilson was playing a scene in which Anthony takes time out from one of Mr. Henry's parties to phone the Hillsboro motel and talk to the great love of his life, Inez, played by Lumi Cavazos.

In the background of the shot, James Caan made inaudible small talk with another character, then exited the frame. Caan's getup for this scene looked like something Siegfried or Roy might reject as too flashy: a kimono, Birkenstocks with white athletic socks, and on his shoulder, a stuffed ocelot with bared fangs.

Between takes, Caan kept the great cat perched on his shoulder. He carried on conversations with it. Sometimes he demanded that anybody who talked to him also address the ocelot.

It was time to change camera positions, which would take half an hour. Onscreen, the scene lasted perhaps five minutes. It would require about 10 hours to shoot.

"I'm feeling pretty exhausted," Luke said. He looked it. He was in almost every scene of Bottle Rocket. The constant pressure was getting to him.

He shook the hand of a passing extra, smiling warmly. Then he stuffed his hands in his pants pockets and looked at his shoes.

"I hope this works," Luke said, to nobody in particular. Standing over near a picture window, James Caan lit a Marlboro and talked about Bottle Rocket.

"Wanna hear my theory about the script?" he asked. "OK. Here goes. You ready? Follow me on this: everybody wants to be something they aren't. They all want something they don't have. Anthony wants true love. Bob wants to feel like he's part of something. Dignan wants to be a criminal. Mr. Henry wants to fleece these kids, but he also wants to be taken seriously as this big-shot master thief, even though when you sit down and actually look at the guy, he's completely full of bullshit.

"So what happens to them? Anthony gets a girlfriend, the maid, so he gets what he wanted. Bob gets to be part of a group of guys, which is what he wanted. Dignan ends up in prison, which is where he secretly wanted to be all along. Mr. Henry gets to have these kids around him who think he's really hot shit. So everybody gets what they want, but not in the way they expected.

"Think about the title. I first saw it--Bottle Rocket--and I thought, what kind of fuckin' title is this? And then I got it. It made sense. It was beautiful, man, just beautiful, like poetry. What's a bottle rocket? It's a firecracker that only goes so far. A bottle rocket ain't a stick of dynamite that's gonna blow everything to kingdom come and get a lot of attention, see what I'm saying? A bottle rocket is just a little fuckin' thing, right? You light it, and whoosh--it goes up maybe to the second or third floor, then it burns out and falls. It doesn't go up to the 17th floor or the 29th floor.

"But that's OK. See what I'm saying? Because that's what a bottle rocket is built to do. These guys, see, Anthony and Dignan and Bob, they're bottle rockets. They go a certain distance, then they stop. And that's OK, because they're happy."

It was March 1995, and Bob Musgrave was driving around Los Angeles with a journalist from Dallas.

"The women out here, man," he said, pointing out a slender woman in a sports bra and tights, jogging in place as she waited for a red light to change. "It's such a clich, I know. You always hear people say Los Angeles has the most beautiful women in the world. I kind of wondered if it was bullshit, too. But then you move out here, and you find out it's the truth."

He laughed self-consciously, realizing how that probably sounded. Bob had officially moved out from Dallas a couple of weeks before. He was sharing a small house in Beverly Hills with Wes, Owen, and Andrew. He was hanging out with Polly Platt, who was considering casting Bob in the next movie she produced. He was going to auditions.

And at the request of Wes and the Wilson brothers, he was trying very hard to quit smoking. They had a bet: if Bob gave in and smoked one cigarette, he would strip completely naked and run through the streets of their neighborhood at night shrieking at the top of his lungs. It was tough. Bob was wearing several nicotine patches, but he still felt the craving.

Bob, Owen, and Andrew were still keeping tabs on Bottle Rocket now that it had finished shooting. But for the most part, they were out of the loop.

Wes, however, was still stuck inside it. He spent several hours a day in a West Los Angeles editing room, often working six days a week.

It was one of the more popular editing facilities in the city. Walking through its halls, you'd see placards emblazoned with the names of upcoming summer blockbusters affixed to doors with tape. The costliness of an upcoming movie seemed to have something to do with how many editing suites it got. Crimson Tide, for instance, had nine suites. Judge Dredd had 12.

Bottle Rocket had only one. It was a cramped, two-room setup packed with high-tech digital equipment. Wes was working with two experienced editors. All the raw footage collected during the filming had been digitally scanned, logged, and stored on laserdisc.

This was the least glamorous part of filmmaking. For a director, it amounted to the ultimate confrontation with the harsh truth. It's in the editing that you see each piece of film for what it is: a component that either works or doesn't.

So far, Wes thought the film was working. He called up the first two reels of Bottle Rocket and watched them again.

The timing of the gags was amazingly precise. And while the changes Brooks insisted on were obvious--more declarations of motivation, more explanations of what just happened in the movie and why--the film felt remarkably similar in tone to the black-and-white short that inspired it.

During a scene in which the young thieves buy handguns from a Bubbafied arms dealer and fire them off in a remote Texas field, Wes began smiling--not at the images, but at the music. It was the "Snowflake" theme from "A Charlie Brown Christmas Special." It still worked like a charm, turning a drolly funny sequence into something slightly dreamy.

A week earlier, Wes had shown a rough cut of Bottle Rocket to Brooks, Platt, and a few other people. They liked it a lot.

But did Wes like it? Was it what he envisioned? Was it good? Could he even tell anymore?

Wes said he thought so, but wasn't sure. He'd been living with Bottle Rocket so long that he'd lost a lot of his critical distance. He was staring at it very closely now, working on each scene, each cut, each music cue, each pause. After he finished this cut, there would be another screening, then he'd put together another cut.

Each time, the movie would emerge looking different. Some scenes that were cut would be put back in; other scenes that had been put back in would be excised.

At some point down the road, the movie would be shown to audiences at a test screening somewhere in the Los Angeles area. Viewers would fill out response cards. Studio people would read them. And there would be more changes.

Despite the general aura of flux, the studio seemed to be high on the picture. Originally, they'd talked of trying out Bottle Rocket at festivals, then letting the response it got there determine how they marketed and released it.

But now, some of Wes' bosses were considering a wide release during the height of summer; they hoped this strategy would create a surprise youth-culture hit.

This plan was a long shot. But thinking about it still got Wes excited. "Whatever happens to it, I'm proud of it," he said. "I like it a lot. But I really don't know. It's kind of a weird little movie. I hope people get it."

It was mid-summer by now. Wes was very worried. He'd turned in a couple of different cuts of the movie to his bosses, and the response had been less encouraging than he hoped.

Some people at the studio seemed disappointed by Bottle Rocket. Or perhaps they weren't quite sure what to make of it.

There had been two test screenings of the film for audiences. The first was a disaster; the comment cards indicated viewers had no idea what they were watching or how they were supposed to respond to it. The second screening went a bit better, but not well enough to quell the studio's suspicions--that Bottle Rocket had severely limited commercial potential.

The film had structural problems that were obvious to everyone--especially the section at the Hillsboro motel, the love story subplot, which brought the film to a screeching halt. Wes wasn't too worried, though. He thought he could shape the sequence into something tighter and more interesting.

But other complaints were about things that, at this late date, really couldn't be fixed.

The studio feedback Wes got made him worry that the movie might get treated the way small, offbeat studio films often get treated: it would receive a very restricted release, then go to video.

This possibility made Wes very frustrated. Columbia, he believed, knew exactly what they were getting into when they gave $6 million to a bunch of first-timers from Texas.

The result was a more expensive version of the short film--a sweet, meandering, somewhat dreamy fable, with a brand of humor that can only appeal to a small group of people.

There was mounting pressure on Wes to drastically re-cut the picture again--to make it as short, as flashy, and as obvious as possible. There was talk of substantial reshooting and more test screenings.

In three days, Wes was supposed to meet with a roomful of bosses to discuss the fate of Bottle Rocket. He had to offer suggestions on how to promote it. He had to explain what sort of people might like it, and how those people could be reached.

Wes had delivered more or less the film the studio always claimed they'd expected. So how could they act bewildered or disappointed? He decided to be absolutely straight with them. He would tell them, in no uncertain terms, that Bottle Rocket was what it was.

"This is the kind of movie where either you get it or you don't," Wes said. "If somebody doesn't get it, there's nothing any of us can do that will make them get it."

Wes went to Columbia and made his pitch. To his relief, the studio thought it made sense.

At press time, Bottle Rocket, originally scheduled for a nationwide fall release, had been pushed back to February 2, 1996. The plan now is the same as it had been two years ago. Columbia would premiere the film at Sundance in January 1996, see how viewers responded to it, and determine a release pattern from there.

What would probably happen, Wes speculated, was a stint on the festival circuit followed by a brief run in a few key cities. If it did well, the studio would open it wider.

Looking back, he says he has no regrets. Why should he? "We made the kind of film we wanted to make," Wes said. "We had the most supportive people we could ever meet--Jim and Polly. The time I spent on that set was the best time I've ever had in my life doing anything."

He has only one major regret: he was unable to get the Charlie Brown music for Bottle Rocket. Wes wrote a "big, huge" letter to Charles Schulz, but never actually made contact with the cartoonist. All his communication was with Lee Mendelssohn, the cartoon producer who'd overseen most of the Charlie Brown TV specials.

"I went to a lot of trouble to explain exactly why we wanted the music and what it would mean to the movie, how it would romanticize certain scenes and help explain to the audience exactly what the film was about, but Lee Mendelssohn pretty much blocked my letter from ever getting to Charles Schulz," Wes says.

"I confronted the issue in a series of faxes to him. They got quite heated. His job, obviously, is to protect Charles Schulz and protect the Peanuts characters, and he said that he absolutely did not want that music used in any movie that contained four-letter words. I questioned whether or not it was more noble for him to approve the use of Peanuts characters in Dolly Madison commercials and commercials for Met Life, as opposed to this little movie about these characters who really love the Charlie Brown music, a movie where that music actually means something personal. That made him pretty mad."

He and Owen are working on a couple of new scripts, but he'd rather not say what they're about till they're finished.

Owen, Bob, and Andrew are auditioning for roles in other people's movies, trying to build independent acting careers in Los Angeles. No matter what happens, they intend to continue working together.

Bob is thriving. He's auditioning for parts left and right. This is the most exciting time he's ever had. Bottle Rocket planted a seed in his head; he wants to win more parts, go to Hollywood, and build a brilliantly varied career like Robert DeNiro, or Harvey Keitel.

"I want to do everything," he says. "There's no kind of part I won't play. I want to be all over the place, a real chameleon--the kind of guy who digs down so deep that he sort of disappears, you know, and just becomes the character."

He's so loyal to his friends from Dallas that when he talks about his feelings toward them, he sometimes begins shaking his head incredulously, as if he can barely believe the depth of his affection. He feels his debt to them is more than professional.

"If I go on to have a really great, long, interesting life as an actor," Bob says, "I'll always remember that these guys believed in me and gave me my start. I'll owe my career to them. And I gotta tell the truth, man--in all honesty, I feel like I owe them a lot more than that."

Owen Wilson, now 26, feels the same way about his Bottle Rocket buddies. But while he still sees himself as pretty much the same guy, he realizes other people might not.

He thought about this a couple of weeks ago while attending a Wilson family reunion in New Hampshire. Some of his relatives kidded him about having gone Hollywood. Others asked his opinion on show business issues as if he were some kind of expert. The strangest question came from one of his cousins.

"He came up to me and asked me what I thought of Waterworld," Owen says. "He asked, 'What do you think about the cost?' He sounded like a Los Angeles agent. I thought, 'What an odd question for an eight-year-old to be asking!' I told him, 'I don't know. It's not really my position to think about the cost.'

"Then his dad came up. He said, 'Oh, you're just protecting the industry. You're just a home-teamer.' That seemed kind of unfair to me, because I saw Waterworld, and I kind of liked it."

Owen says he likes living in Los Angeles--something not even longtime residents of the city are willing to admit.

"You're made to feel embarrassed if you say it," he says. "I always hear people saying the city is superficial. But are you ever going to find a place that isn't superficial? I grew up loving movies, being impressed with seeing stars and stuff. This is a place where you can see a lot of great movies and there are stars walking around. It's really exciting right now."

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He feels the same way about making movies, despite Bottle Rocket's uncertain future.

"It's difficult to watch yourself up there onscreen. There you are, and your brother is up there, and your other brother, and your friend, and they're all interacting with James Caan and all these other professionals," he says.

"It did seem strange. But you'd be shocked how fast you get used to it."

Dallas photographer Laura Wilson, a former assistant to Richard Avedon, took these pictures in her official capacity as mother of Owen, Luke, and Andrew Wilson. Her photography of a legendary Texas ranch is published in the 1989 book Watt Matthews of Lambshead. Wilson's work also appears in The New Yorker, The London Sunday Times Magazine, The New York Times Magazine, and Texas Monthly.